SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 5, 2003

                                  VAXGEN, INC.
             (Exact name of Registrant as Specified in its Charter)

             DELAWARE                    0-26483                94-3236309
(State or other jurisdiction of        (Commission          (I.R.S. Employer
 incorporation or organization)        File Number)       Identification Number)

             1000 MARINA BLVD., SUITE 200 BRISBANE, CALIFORNIA 94005
                  (Address of Principal Administrative Offices)

        Registrants Telephone Number, Including Area Code: (650) 624-1000



Item 7. Financial Statements and Exhibits.

      (a)   Financial statements of business acquired. Not applicable.

      (b)   Pro forma financial information. Not applicable.

      (c)   Exhibits.

Exhibit No.             Description
- -----------             -----------

99.1                    Press release issued by VaxGen, Inc. on August 5, 2002.

Item 12.  Results of Operations and Financial Condition.

      On August 5, 2003, VaxGen, Inc. ("VaxGen"), a Delaware corporation, issued
a press release announcing earnings for the quarter ended June 30, 2003. A copy
of the press release is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.

      VaxGen included in its earnings release non-GAAP financial measures
related to second quarter net loss and net loss per share, excluding charges
related to VaxGen's convertible preferred stock. Each non-GAAP financial measure
presented in the earnings press release was included because VaxGen's management
uses this information to monitor and evaluate on-going operating results and
trends excluding certain items.

      Excluding those charges from VaxGen's operating results provides users of
the financial statements an important insight into VaxGen's operating results
and related trends that affect its core business.



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                VaxGen, Inc.
                                                (Registrant)

Dated: August 5, 2003
                                                By: /s/ Carter Lee
                                                    ----------------------------
                                                    Carter Lee
                                                    Senior Vice President
                                                    Finance & Administration